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GigCapital8 Corp-A 2025年度报告

2026-03-31 美股财报 有梦想的人不睡觉
报告封面

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☒NO☐The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its common equity held by non-affiliates as of such date. As of March 30, 2026, 25,657,625 Class Aordinary shares, par value $0.0001 per share and 10,814,432 Class B ordinary shares, par value $0.0001 pershare, were issued and outstanding. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities69Item 6.Reserved70Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations71Item 7A.Quantitative and Qualitative Disclosures About Market Risk74Item 8.Financial Statements and Supplementary Data75Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure91Item 9A.Controls and Procedures91Item 9B.Other Information91Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91 PART IIIItem 10. Directors, Executive Officers and Corporate Governance92Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters106Item 13.Certain Relationships and Related Transactions, and Director Independence108Item 14.Principal Accounting Fees and Services111 PART IVItem 15. Exhibits, Financial Statement Schedules113Item 16.Form 10-K Summary114 CERTAIN TERMS References in this Annual Report on Form 10-K (the “Annual Report”) to “we,” “us,” “our,” “GigCapital8” or the“Company” refer to GigCapital8 Corp. References to our “management” or our “management team” refer to our directors andexecutive officers. References to the “Sponsor” refer to GigAcquisitions8 Corp. References to "founder shares" refer to the Class Bordinary shares initially purchased by our Sponsor in the private placement prior to the initial public offering and then partially soldto four directors and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares atthe time our initial business combination as well as shares transferred to our Chief Financial Officer. References to “initialshareholders” refer to our Sponsor (or non-affiliated investors to which our Sponsor assigns the subscript